ESTABLISHMENT OF ONE MEMBER COMPANY LIMITED IN 2019

What is the definition of a sole limited company?

• One member limited liability company is an enterprise owned by an organization or individual (called the company owner); The company owner is responsible for the debts and other liabilities of the company to the extent of the company's charter capital.

• One member limited liability company is not allowed to issue shares.

• One member limited liability company has the legal status from the date of being granted the Business Registration Certificate..

Step 1: What information should be prepared for establishing a one-member limited company?

• Company name

The name of the company must be written in Vietnamese, it must have at least two elements: the type of business + the proper name.

For example: "ABC COMPANY LIMITED" Type is: "TNHH", Private name is: "ABC"

The company name must not be identical with the company name that had previously (applied nationwide).

• The address of the company's headquarters

The address of the head office must be in the territory of Vietnam, with an address defined including house number, nooks, alley, street, street, or village, hamlet, commune, ward, town, district, or district , town, city under the province, province or centrally-run city.

Note: The apartment building is not located as a corporate headquarters.

• Industry registered business

See if the industry needs conditions (conditions for sub-licenses, legal capital conditions, practice certificates…). If the profession does not need conditions, the normal registration does not need additional relevant documents.

• Registered business charter capital

Charter capital means the amount of capital contributed or committed to contribute by members or shareholders for a certain period of time and is recorded in the company's charter.

The charter capital affects the business license tax that a business must pay annually.

Charter capital of 10 billion or less, license tax is 2,000,000 VND / year;

The charter capital of over 10 billion license tax is 3,000,000 VND / year.

Note: If an enterprise is established after July 1 (the last 6 months of the year), it only has to pay 50% of the annual license fee for the year of establishment.

• Legal representative information

Prepare ID card or notarized passport of legal representative (ID card less than 15 years, notarization less than 3 months).

Step 2: Prepare and submit company establishment documents to the Department of Planning and Investment

1. Drafting documents:

Based on the information in Step 1, we proceed to compile the profile.

Profile include:

• Application form for business registration signed by the legal representative of the company (in the prescribed form) (2 copies);

• Draft charter of one member limited liability company (Legal representative signs each page) (1 copy);

• A valid copy of ID card or passport of the legal representative of the company (notarized ID card less than 3 months, ID period less than 15 years);

• Applicant information declaration form (in the prescribed form) (1 copy)

2. Submit your application to the Business Registration Office of the Department of Planning and Investment

Time: After 03 - 05 working days if the application is valid, you will be issued a business registration license (the original).

Step 3: Publish the content of new business registration on the national portal.

After being granted a new business registration certificate, an enterprise must publish a public notice on the National Business Registration Portal in accordance with the order and procedures and pay fees as prescribed. Content published includes contents of Certificate of business registration and information about the company's business lines;

Note: Enterprises need to post reports on the national news portal within 30 days from the date of being granted the Enterprise Registration Certificate.

If the enterprise does not disclose business registration information on time According to Article 26, Decree 50/2016 / ND-CP effective July 15, 2016 regulates the sanctioning of administrative violations in the field. In the area of ​​planning and investment, a fine of from 1,000,000 VND to 2,000,000 VND will be imposed and the consequences are to be overcome: forcible publication of business registration content on the National Business Registration Portal.

Step 4: Engrave and post the seal sample on the national portal.

After obtaining the certificate of enterprise registration, the enterprise proceeds to engrave the legal entity seal and upload the sample on the national portal.

Note: Currently, according to the provisions of the Law on Enterprises 2014 effective in 2015:

• Regarding the form, content and number of seals:

Enterprises have the right to decide on the form, quantity and content of their seal. The content of the seal must show the following information:

- Company's name;

-  Business code.

• Regarding the state management mechanism for the corporate seal:

The state management mechanism for the enterprise seal has changed towards openness, creating more favorable conditions for businesses.

Instead of having to register the seal sample with the police as before, from July 1, 2015 onwards, the enterprise is fully active in making the seal. Enterprises can engrave their own seal or go to the seal making establishment to make a seal.

Before using the seal, the enterprise just needs to send the seal sample notice to the business registration agency for public posting on the National Business Registration Portal. The purpose of this provision is to publicly disclose to the society and third parties about the company's seal.

• About the effective time of the enterprise seal:

According to the latest draft of the Decree guiding enterprise registration, which the Ministry of Planning and Investment submitted to the Government for consideration and approval, the content of notification of seal sample is sent by the enterprise to the business registration agency. includes information on the effective date of the seal sample.

Thus, the effective date of the seal is decided by the enterprise; However, it should be noted that, prior to use, the enterprise must send a notice of the seal sample to the business registration authority for public posting on the National Business Registration Portal.

Currently, on the National Business Registration Portal, notices of enterprise seal samples are announced. This implementation has created a new step in corporate information disclosure, helping investors to learn about their business partners.

In short, from July 1, 2015, enterprises can make their own seals or freely use seal making services on the market. Enterprises and seal making companies can fully take the initiative in conducting transactions related to making the enterprise seal as a normal civil transaction. Before using, the enterprise is obliged to notify the business registration authority of the seal sample for public posting on the National Business Registration Portal.

Step 5: Procedure after obtaining the business registration license + MST + seal

1. To hang a signboard at the registered office;

Contents of company signs include:

• Company's name;

• Business code;

• Company address.

• Phone number or email address (if applicable)

2. Buying token (digital signature) online tax declaration;

Digital signature is a form of electronic signature, based on public encryption technology. It serves as a personal signature or stamp to the business and is legally recognized. Each account using has a key pair including: Public Key and Security Key. Public Key is used to verify Digital Signature, user authentication of Digital Signature. The Security Key is used to create a Digital Signature.

Currently, businesses consider Digital Signature as an authentication technology, ensuring security, ensuring safety for internet transactions, it resolves data integrity and is proof of internal denial of liability. signed registration, helping businesses feel secure with their transactions. The application of digital signatures has reduced the cost of paperwork in the traditional way, making it easier for businesses in the legal corridors, online transactions with Tax Offices, Customs, and e-banking. ...

Digital signatures

3. Submit a license tax return;

• Deadline for submitting the declaration:

+ If the enterprise does not operate immediately, within 30 days from the date it has the business registration certificate;

+ If operating immediately, the enterprise must submit within the month it has a business registration certificate.

Note: The penalty for late submission of license fee declarations according to Circular 166/2013 / TT-BTC of the Ministry of Finance is as follows:

4. Pay the license tax for this year.

• The business license tax payable is regulated as follows:

+ License tax is 2,000,000 VND / year if the charter capital is 10 billion or less;

+ License tax is 3,000,000 VND / year if the charter capital is over 10 billion VND.

Note: If the business is newly established after July 1, the license tax for that year is only required to pay 50% of the yearly rate.

• Deadline for paying license tax

+ First year of establishment: Within 30 days after having the business registration and having submitted the license declaration

+ The following years: Before January 30 every year.

• The penalty for late payment of license fees

According to Circular 130/2016 TT-BTC of the Ministry of Finance as follows:

Fine = amount of license tax late payment x 0.03% x Number of days of late payment.

Example: If an enterprise has a charter capital of VND 2 billion and is 30 days late in paying license tax, the fine amount is calculated as follows:

Enterprises with 2 billion charter capital, the business license tax payable is 2 million / 1 year

Fine amount = VND 2,000,000 x 0.03% x 30 = VND 18,000

5. Open the company's bank account + submit the bank account notice to the DPI + activate step 1, step 2 electronic tax payment.

6. Initial tax declaration at the tax department that manages the company.

Records include:

• A notarized copy of the business registration certificate (2 copies);

• The registration sheet for depreciation method of fixed assets (2 copies);

• Official letter on the registration form, accounting regimes, invoices (2 copies);

• Decision to appoint the director;

• Accountant appointment decision;

• An application for ordering printing invoice (Form 3.14 issued together with Circular 39/2014 / TT-BTC) (2 copies);

After completing the preparation of the documents, the Enterprise submits it at the tax office to manage the business, then the tax authority will issue an appointment to return the result of "Invoice printing approval" to the enterprise.

During this time, the tax authority will check the company's headquarters to see if the business is eligible to order invoice printing or not.

To be eligible to order invoice printing, businesses need to do the following:

+ Hang the signboard at the headquarters;

+ Prepare rental contract;

+ Certificate of business registration;

+ The seal of the enterprise;

+ Notice of approval for the application of the value-added tax calculation method by the deduction method;

+ Office layout to show business activity;

+ Staff / legal representative to receive tax agency representatives to check the company's headquarters.

7. Complete the procedures for printing order and issuing VAT invoices to the enterprise;

After getting the result of accepting the permission to order VAT invoice printing from the tax agency, the enterprise will order to print the VAT invoice and remember to submit the procedures for submitting the notice of issue of VAT invoice + sample invoice (sheet 2) above. General Department of Taxation network (nhantokhai.gdt.gov.vn) before using.

8. Enterprises are required to paste or hang "bill of form 2" at the company's headquarters.

9. Complete other business conditions (for business conditional industries).

As the industry conditions require sublicens, Proof of capital, practice certificates, diplomas ...

The above are all the steps to set up a one-member limited company to have a company operating properly.

Hopefully the above sharing will partly help you understand the procedural conditions and complete the work of establishing the company fully accurately and avoid future risks.

If you have any questions, do not hesitate to contact us!

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